January March 2019 Results May 7, 2019 Q1 2019

Transcription

1 January March 2019 Results May 7, 2019 Q1 2019

2 2 Disclaimer The information and forward-looking statements contained in this presentation have not been verified by an independent entity and the accuracy, completeness or correctness thereof should not be relied upon. In this regard, the persons to whom this presentation is delivered are invited to refer to the documentation published or registered by Cellnex Telecom, S.A. and its subsidiaries ( Cellnex ) with the National Stock Market Commission in Spain (Comision Nacional del Mercado de Valores). All forecasts and other statements included in this presentation that are not statements of historical fact, including, without limitation, those regarding the financial position, business strategy, management plans and objectives for future operations of Cellnex (which term includes its subsidiaries and investees) and run rate metrics, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of Cellnex, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding Cellnex s present and future business strategies, performance by Cellnex's counterparties under certain of Cellnex's contracts and the environment in which Cellnex expects to operate in the future which may not be fulfilled. All forward-looking statements and other statements herein are only as of the date of this presentation. None of Cellnex nor any of its affiliates, advisors or representatives, nor any of their respective directors, officers, employees or agents, shall bear any liability (in negligence or otherwise) for any loss arising from any use of this presentation or its contents, or otherwise in connection herewith, and they do not undertake any obligation to provide the recipients with access to additional information or to update this presentation or to correct any inaccuracies in the information contained or referred to herein. To the extent available, the industry and market data contained in this presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. In addition, certain of the industry and market data contained in this presentation come from Cellnex's own internal research and estimates based on the knowledge and experience of Cellnex's management in the market in which Cellnex operates. Certain information contained herein is based on Cellnex's management information and estimates and has not been audited or reviewed by Cellnex's auditors. Recipients should not place undue reliance on this information. The financial information included herein has not been reviewed for accuracy or completeness and, as such, should not be relied upon. Certain financial and statistical information contained in the presentation is subject to rounding adjustments. Accordingly, any discrepancies between the totals and the sums of the amounts listed are due to rounding. This presentation is addressed to analysts and to institutional or specialized investors only and should only be read together with the supporting excel document published on the Cellnex website. The distribution of this presentation in certain jurisdictions may be restricted by law. Consequently, persons to which this presentation is distributed must inform themselves about and observe such restrictions. By receiving this presentation the recipient agrees to observe any such restrictions. Neither this presentation nor the historical performance of Cellnex's management team constitute a guarantee of the future performance of Cellnex and there can be no assurance that Cellnex's management team will be successful in implementing the investment strategy of Cellnex. In addition to the financial information prepared under IFRS, this presentation includes certain alternative performance measures ( APMs ), as defined in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority on 5 October 2015 (ESMA/2015/1415es). An Alternative Performance Measure (APM) is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. Cellnex believes that there are certain APMs, which are used by the Group s Management in making financial, operational and planning decisions, which provide useful financial information that should be considered in addition to the financial statements prepared in accordance with the accounting regulations that applies (IFRS-EU), in assessing its performance. These APM are consistent with the main indicators used by the community of analysts and investors in the capital markets. The definition and determination of the aforementioned APMs are disclosed in the consolidated financial statements, and therefore, they are validated by the Group auditor (Deloitte). Nothing herein constitutes an offer to purchase and nothing herein may be used as the basis to enter into any contract or agreement.

3 Cellnex: The Quantum Leap Three agreements to acquire and deploy up to c.15,000 sites (1) + c.5,700 sites +c.2,200 sites +c.2,800 sites (1) Total expected sites in France, Italy and Switzerland upon completion of BTS programs 3

4 Cellnex: The Quantum Leap + up to 15,000 new sites The independent European TowerCo: leadership in the European tower landscape 2018 Reported Run Rate (4) 608 Sites c.45k sites 901Mn c. 1.8Bn 803 Sites Revenues c.80% TIS 8,918 Sites 5,270 Sites c. 1.3Bn + up to 4,832 Sites (1) + up to 1,077 Sites (3) 591Mn c.75% 8,817 Sites 12,009 Sites Adjusted EBITDA + up to 2,152 Sites (2) Cellnex vs. Peers (thousands of sites) x Mn RLFCF c. 700Mn Strong accretion in terms of RLFCF per share Cellnex Inwit SBA CC Cellnex AMT 2014 Please see Q results presentation for detailed explanation on expected sites per country All EBITDA figures in this presentation under IFRS 16 (1) Includes up to c.2,500 sites to be built in (2) Includes up to c.1,000 sites to be built in (3) Includes up to c.500 sites to be built in (4) Including future contribution from these three deals, plus contracted perimeter as of end 2018 (please see slide 18 Q results presentation) 18Bn Backlog c. 36Bn Doubling long term contracted revenues 4

5 Transactions Rationale Unprecedented landmark transactions with two key European players Three agreements in three countries with deep industrial roots Expansion and consolidation of Cellnex s portfolio in Europe Executing on equity story Agreements fully aligned with Cellnex s strategy and objective of recent rights issue Focus on core business, existing markets, current customers Industrial win-win alliances Agreements encompassing 3 European markets, based on operational excellence: densification, BTS (1), 5G partnerships Long-term strategic partnerships From hospitality framework agreements to relevant anchor tenants in France, Italy and Switzerland Significant contribution to financials Up to c.15,000 sites (2), initial cash out of c. 2.7Bn (3) with an associated Adjusted EBITDA of c. 510Mn on a run rate basis (4) Run rate RLFCF of c. 310Mn and incremental backlog of c. 18Bn Consolidating footprint in three of our current six markets Fully compliant with M&A investment criteria BTS programs staggered on time (c.7 years) Proceeds from recent rights issue providing a strong RLFCF per share accretion (1) Built to Suit (up to c.2,500 sites France + up to c,1000 sites Italy + up to c.500 sites Switzerland) (2) Upon completion of BTS programs in c.7 years (3) Total cash out to be paid by Cellnex or its subsidiaries, excluding capex related to BTS programs (4) Management estimate. Run rate upon completion of BTS programs 5

6 Iliad Key Transaction Highlights Description Long-term industrial alliance Cellnex is to acquire a 70% stake in Iliad s portfolio in France (1) (c.5,700 sites) and 100% of its portfolio in Italy (c.2,200 sites) Additionally, it has been agreed a deployment of up to 2,500 sites in France and of up to 1,000 sites in Italy in c.7 years. The total perimeter of both transactions (France and Italy) reaches up to c.11,400 sites Benefits Cellnex remains a key neutral player in both markets, thus: Fostering telecom infrastructure sharing among all MNOs Accelerating network rollout and meeting densification needs for Iliad and the rest of French and Italian MNOs Upgrading requirements for 4G and enabling the rollout of 5G Key Terms Tailor-made Master Agreements with initial terms of 20 years, to be automatically extended for 10-year periods (all-or-nothing basis) Upfront consideration of c. 2Bn (c. 1.4Bn France + c. 0.6Bn Italy), considering Cellnex s acquired stakes Additionally, BTS programs of up to c. 1.2Bn have been agreed (2) ; to be deployed and paid for in (mostly back loaded) Expected Adjusted EBITDA of c. 410Mn upon completion of BTS programs (c.7 years) Associated RLFCF of c. 250Mn on a run rate basis and incremental backlog of c. 15Bn Closing Subject to customary conditions precedent Closing of both deals expected in H Funding Cellnex currently has c. 1.8Bn cash and c. 1Bn credit lines (1) Stake in the share capital of a newly created vehicle that owns 100% of Iliad s sites (2) Capex program includes construction of new sites, engineering, cash advances, land acquisition, 6

7 Salt Key Transaction Highlights Description Long-term industrial alliance Cellnex is to acquire a 90% stake in Salt s portfolio (1) (c.2,800 sites) Additionally, it has been agreed a deployment of up to 500 sites in c.7 years. The total transaction perimeter reaches up to c.3,300 sites Cellnex to manage up to c.6,350 sites in Switzerland upon completion of all BTS programs Benefits Cellnex remains a key neutral player in Switzerland, thus: Fostering telecom infrastructure sharing among all MNOs Accelerating network rollout and meeting densification needs for Salt and the rest of Swiss MNOs Upgrading requirements for 4G and enabling the rollout of 5G (strict electromagnetic emissions may change) Key Terms Tailor-made Master Agreement with initial term of 20 years, to be automatically extended for 10-year periods (allor-nothing basis) Upfront consideration of c. 0.7Bn, considering Cellnex s acquired stake Additionally, a BTS program of up to c. 0.15Bn has been agreed; to be deployed and paid for in (mostly back loaded) Expected Adjusted EBITDA of c. 105Mn upon completion of the BTS program (c.7 years) Associated RLFCF of c. 60Mn on a run rate basis and incremental backlog of c. 3Bn Closing Funding Subject to customary conditions precedent. Closing expected in H Cellnex currently has c. 1.8Bn cash and c. 1Bn credit lines (1) Stake in the share capital of a newly created vehicle that owns 100% of Salt s sites 7

8 8 Q Key Highlights Location: Spain (Wanda Metropolitano) DAS system

9 (1) Mandatory from January 1 st 2019 (2) Cellnex s approach has been validated by all four major auditing firms 9 The Period in a Nutshell Already benefiting from an acceleration of telecom infrastructure outsourcing following an outstanding rights issue execution Strong operational and financial performance in the period Consistent and sustainable organic growth +1% new PoPs (Mar 19 vs. Dec 18) +c.20% DAS nodes Continued commercial drive to secure future organic growth Solid financial performance Revenues +c.10% vs. Q Adjusted EBITDA +c.10% RLFCF +c.10% Strong backlog of c. 36Bn post transactions Compelling pipeline of opportunities in Europe Initial agreements create a precedent for a more progressive relationship Capacity to crystallize unique deals Outstanding rights issue execution Most oversubscribed rights issue in Spain (>16x and initial take-up of c.99%) Commitment to M&A discipline IFRS 16 (1) a game changer Sector debt increases as leases capitalized Cellnex s MSA avoids capitalization of leases (2) Credit agencies removing the accounting benefit from selling minority stakes in TowerCos 2019 financial outlook confirmed On a like-for-like basis To be updated upon closing of new deals

10 10 Q Business Performance Competitive advantage underpinned by operational excellence and industrial profile Location: Switzerland TIS rural site

11 Q Business Performance Ongoing strong performance of operational KPIs PoPs Total PoPs Organic Growth 31,065 34,506 31,065 32,695 Q Q Contribution from both organic growth and change of perimeter Q Q New organic PoPs mainly due to network densification and new mobile operator in Italy Customer Ratio (1) DAS Nodes ,363 1,643 Q Q Contribution from organic growth (1) Customer ratio excludes change of perimeter (organic growth only, including BTS) Q Q Leveraging on CommsCon s expertise in our six current markets 11

12 12 Q Business Performance Business Highlights Continued commercial drive to secure future organic growth Reinforcing our relationship with anchor client in Italy by increasing our BTS program to 1,200 sites until 2025, after signing deal announced in Q results (1) Decommissioning agreement signed with Vodafone involving 200 sites & new DAS One more quarter of strong commercial activity with Iliad: new colocations & assessment of fiber opportunities Exploring opportunities to acquire and decommission sites from a number of MNOs Last stages of signing process with a security provider in order to extend its IoT communications network Proposal submitted to deploy broadband connectivity services for local administrations (through fiber optics and radio links) Parcmotor Castellolí Barcelona Circuit becomes one of Europe s first connected circuits through Mobility Lab, a pioneer testing space for the development of 5G technological solutions Potential new projects under analysis in order to strengthen our industrial relationship with current customers Framework agreement signed with Sigfox for IoT connectivity solutions New colocations from Iliad in France, whilst assessing additional requests from new customers Cooperation agreement signed with Swiss Fibre Net granting access to high-quality fiber optics services for mobile backhauling and providing scope to acquire, plan and operate small cells Intense commercial activity following the framework agreements signed with both Swisscom and Salt Assessing an opportunity to own exclusivity rights to commercialize roof space on a retailer s venues in order to provide indoor connectivity Actively assessing a number of organic growth projects, including metropolitan transport systems and Premier League stadiums Assessing several opportunities to provide connectivity through DAS nodes Working on potential management contracts where Cellnex can deliver high added value to the customer (1) Announced as last stages of signing process

13 Q Business Performance Recurring Levered Free Cash Flow (RLFCF) Continued strong RLFCF growth, +10% year-on-year % Q Organic grwoth Contracted Organic growth Change of perimeter Others Q Q Organic Growth (1) Contracted Growth (2) Change of Perimeter (3) Other RLFCF impacts (4) Q Figures in Mn (1) Includes organic growth from new PoPs and efficiencies (ground lease savings) (2) Gradual Adjusted EBITDA contribution from contracted Bouygues Telecom, Sunrise and Wind Tre sites (existing sites + BTS) (3) Adjusted EBITDA contribution of 1 quarter XOC + 1 quarter M&A transactions Spain & Switzerland (4) Corresponds to delta of the rest of RLFCF lines (payment of leases excluding efficiencies, maintenance capex, change WC, cash interests, cash taxes and dividends to minorities) 13

14 Q Business Performance Recurring Levered Free Cash Flow (RLFCF) Revenues increase 11% year on year, with Adjusted EBITDA growth +11% and RLFCF growth +10% (1) RLFCF ( Mn) Jan-Mar Jan-Mar Telecom Infrastructure Services Broadcasting Infrastructure Other Network Services Operating Income Staff Costs Repair and Maintenance -7-8 Leases -3-3 Utilities General and Other Services Operating Expenses Adjusted EBITDA % Adjusted EBITDA Margin 68% 68% Net payment of lease liabilities Maintenance capital expenditures -3-4 Changes in working capital Net payment of interest Income tax payment -1-2 Net Dividends to non-controlling interests -1-1 Recurring Levered FCF % +11% +10% Telecom Infrastructure Services up due to organic growth and acquisitions Broadcast revenues stable Other Network Services up due to XOC Like-for-like Opex down (2), as a result of the efficiencies program in place Strong control on lease liabilities despite increased perimeter (mostly France) Maintenance Capex in line with outlook provided Interests paid according to capital structure in place and coupons schedule Taxes paid according to payments schedule Backup Excel file available on Cellnex s website (1) Without pass throughs (2) Including the impact of efficiencies on ground leases (not accounted for as Opex under IFRS 16) 14

15 15 Q Business Performance Balance Sheet and Consolidated Income Statement Balance Sheet ( Mn) Dec Mar Non Current Assets 4,479 4,621 Property, Plant and Equipment 1,904 1,968 Goodwill and Other Intangible Assets 1,904 1,892 Right of Use Financial Investments & Other Fin. Assets Current Assets 654 2,002 Inventories 4 5 Trade and Other Receivables Cash and Cash Equivalentes 456 1,767 Total Assets 5,133 6,623 Shareholders' Equity 615 1,809 Borrowings 2,993 3,198 Lease Liabilities Provisions and Other Liabilities Non Current Liabilities 4,008 4,275 Borrowings Lease Liabilities Provisions and Other Liabilities Current Liabilities Total Equity and Liabilities 5,133 6,623 Net Debt 2,113 3, Net debt dramatically decreases following recent rights issue 1 Prudent PPA allocation process leads to 100% fixed assets allocation, with only marginal impact on goodwill 2 The adoption of IFRS 16 helps the leverage comparability among peers, as it equalizes the treatment of both land ownership and the management of ground leases 3 Significant generation of cash and reinforced liquidity position mainly due to the rights issue executed in Q (along with a convertible tap in January 2019) (1) Income Statement ( Mn) Jan-Mar Jan-Mar Operating Income Operating Expenses Non-recurring expenses Depreciation & amortisation Operating profit Net financial profit Profit of companies accounted for using the equity method 0 0 Income Tax Attributable to non-controlling interests 0 0 Net Profit Attributable to the Parent Company Net Income at 0Mn due to prudent PPA process ROE significantly increases when looking at Net income on a cash basis (RLFCF) (1) Provision of the workforce agreement to be cashed out in 2018, 2019 and first months of Accordingly, efficiencies will crystalize from 2020 onwards

16 Q Business Performance Financial Structure as of May 2019 Excluding IFRS 16 Impact First significant refinancing in 2022 c.0.6x Net Debt/Adjusted EBITDA de-leveraging per year (1) Average Maturity 5.3 years Average Cost 2.2% (drawn debt) 1.9% (both drawn and undrawn debt) (2) Gross Debt c. 3.4Bn (Bonds and Credit Facilities) Net Debt c. 1.6Bn Credit Facilities Cash Bonds and Other Instruments c.1,000 (3) (4) c.1, (5) 201 (6) 304 (7) 800 (9) (8) 56 (10) 65 (8) 60 (7) 49 (11) Euribor/Libor + c.1% Mat. 2020/23 c.0% all-in Mat E/L + c.1% Mat. 21/ % Mat Libor + c.1%% Mat % Mat % Mat Eur+2.27% Mat % Mat % Mat Eur+2.2% Eur+c.1.1% Mat Mat % Mat Available Liquidity c. 2.8Bn Figures in Mn (1) Includes current dividend policy and no further perimeter changes (2) Considering current Euribor rates; cost over full financing period to maturity (3) RCF Euribor 1M; Credit facilities Euribor 1M and 3M; floor of 0% applies (4) Maturity 5 years (5) Euro Commercial Paper (6) Includes c. 150Mn debt in GBP; natural hedge investment in Cellnex UK Ltd (7) EUR 167Mn debt in Swiss Francs at corporate level (natural hedge) + EUR 138Mn debt in Swiss Francs at local level in Switzerland. No financial covenants or share pledge (Swiss Tower and/or Cellnex Switzerland) in line with all the debt placed at the Parent Company Corporate level (8) Private placement (9) Convertible bond into Cellnex shares (conversion price at 35.8 per share). Includes 200Mn convertible issued in Jan-19 (10) Bilateral loan (11) EIB 16

17 17 Frequently Asked Questions Location: Switzerland Rural site

18 Frequently Asked Questions RLFCF Run Rate The execution of contracted M&A deals is expected to boost Cellnex s RLFCF per share on a run rate basis by 40% (1) Mn 2018 Reported Run Rate Run Rate 2018 Results (2) After New Deals Adjusted EBITDA 591 c.800 c.1,310 Net Payment of Lease Liabilities c.260 -c.430 Maintenance Capex (3) -31 -c.40 -c.50 Change in Working Capital (3) 2 Interest Paid (4) -65 -c.75 -c.80 Corporate Taxes Paid -20 -c.35 -c.60 Recurring Levered FCF (5) 311 c.385 c.690 RLFCF per share 1.34 (6) 1.66 (6) 2.31 (7) +c.40% +c.70% (1) Represents potential run rate metrics on the assumption that all sites that may, subject to certain conditions, be transferred or built under our M&A contracts are actually transferred to or built by us, as applicable, by each relevant date. Run rate EBITDA and other run rate adjustments are based on management s estimates and are subject to assumptions that could cause actual adjusted EBITDA and other adjustments to differ from those reflected in this forward looking metric (2) Please see slide 17 FY 2018 Results Presentation; (3) As per current guidance (4) Deals funded with available cash, cash to be generated by the Group, and additional debt (5) RLFCF before net dividends to non-controlling interests (6) Number of shares before rights issue 231,683,240; (7) Number of shares after rights issue 298,673,053 18

19 Frequently Asked Questions What is Cellnex s contracted perimeter? Cellnex is expected to transfer and deploy up to c.19,000 new sites by 2027 Q (2) >2022 (2) # sites (1) Total (2) France 2,918 c.8,900 c.1,650 c.13,500 Of which Iliad - c.6,600 c.1,600 c.8,200 Italy 8,319 c.3,200 c.1,100 c.12,700 Of which Iliad - c.2,600 c.600 c.3,200 Switzerland 2,470 c.3,200 c.400 c.6,100 Of which Salt - c.3,000 c.300 c.3,300 Cellnex has contracted growth that: Provides Adjusted EBITDA and Cash Flow visibility Reinforces our relationship with anchor tenants Amplifies The Domino Effect : highly value-accretive follow-on acquisitions Total sites 13,707 c.15,300 c.3,200 c.32,300 Cellnex is poised to foster telecom infrastructure sharing among all MNOs, accelerate network roll-out/meet densification needs and upgrade requirements for 4G while enable the rollout of 5G (1) Excluding from slide 4: 1,843 DAS nodes (1,490 Italy Spain contracted in Switzerland) and 300 sites managed but not owned in France (2) Assuming all pending BTS sites linearly spread 19

20 20 Definitions Term Adjusted EBITDA Adjusted EBITDA margin Advances to customers Anchor customer Backhauling Backlog Built to suit Customer Ratio DAS DTT Expansion Capex Definition Profit from operations before D&A and after adding back certain non-recurring and non-cash items (such as advances to customers and prepaid expenses) Adjusted EBITDA divided by total revenues excluding elements pass-through to customers (mostly electricity) from both expenses and revenues Advances to customers include the amortization of amounts paid for sites to be dismantled and their corresponding dismantling costs, which are treated as advances to customers in relation to the subsequent services agreement entered into with the customer (mobile telecommunications operators). These amounts are deferred over the life of the service contract with the operator as they are expected to generate future economic benefits in existing infrastructures Anchor customers are telecom operators from which the Company has acquired assets In a telecommunications network the backhaul portion comprises the intermediate links between the backbone network and the subnetworks. Cell phones communicating with a single cell tower constitute a subnetwork and the connection between the cell tower and the rest of the network begins with a backhaul link Represents management s estimate of the amount of contracted revenues that Cellnex expects will result in future revenue from certain existing contracts. This amount is based on a number of assumptions and estimates, including assumptions related to the performance of a number of the existing contracts at a particular date. It also incorporates fixed escalators but do not include adjustments for inflation. One of the main assumptions relates to the contract renewals, and in accordance with the consolidated financial statements for the year ended 2016, contracts for services have renewable terms including, in some cases, all or nothing clauses and in some instances may be cancelled under certain circumstances by the customer at short notice without penalty. Towers that are built to meet the needs of the customer The customer ratio relates to the average number of operators in each site. It is obtained by dividing the number of operators by the average number of Telecom Infrastructure Services sites in the year A distributed antenna system is a network of spatially separated antenna nodes connected to a common source via a transport medium that provides wireless service within a geographic area or structure Digital terrestrial television Investment related to business expansion that generates additional adjusted EBITDA, including built-to-suit (Bouygues and Sunrise programmes), decommissioning, telecom site adaptation for new tenants, prepayments of land leases, and land acquisitions.

21 21 Definitions Term Maintenance Capex M&A investment MLA MNO MSA MSC MUX Net Debt Node ONS OpCo PoP Rationalization RLFCF Recurring Operating FCF Simulcast TIS Definition Investments in existing tangible or intangible assets, such as investment in infrastructure, equipment and information technology systems, and are primarily linked to keeping sites in good working order, but which excludes investment in increasing the capacity of sites Investments in shareholdings of companies as well as significant investments in acquiring portfolios of sites (asset purchases) Master Lease Agreement Mobile Network Operator Master Service Agreement Mobile Switching Centre, makes the connection between mobile users within the network. The MSC also administers handovers to neighbouring base stations, and keeps a record of location of mobile subscribers Multiplex, a system of transmitting several messages or signals simultaneously on the same circuit or channel Excludes PROFIT grants and loans A node receives the optical signal from the BTS venue and transforms it into radio frequency signal and then transfers it to antennas after amplifying it Other Network Services Operating Company Points of presence, an artificial demarcation point or interface point between communicating entities. Each tenant on a given site is considered a PoP Process consisting on decommissioning one site and moving equipment to another one, so that out of two sites only one remains Recurring Operating Free Cash Flow plus/minus changes in working capital, plus interest received, minus interest expense paid, minus income tax paid, and minus minorities Adjusted EBITDA minus Maintenance Capex Broadcasting of programs or events across more than one medium, or more than one service on the same medium, at exactly the same time Telecom Infrastructure Services

22 Additional information available on the Investor Relations section of Cellnex s website Q Results Backup Excel File (1) Cellnex Telecom is part of ESG indices (1) FTSE Russell confirmed Cellnex Telecom as FTSE4Good Index Series constituent in the review performed in the first half of 2018, and revised Cellnex s overall score upwards to 3.9 out of 5, highlighting aspects related to corporate governance (4.5 out of 5). The company obtained the highest possible rating (5 out of 5) in work force standards and anti-corruption measures 22